Rose F. DiMartino

Partner

New York
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
T 212 728 8215
F 212 728 9215
rdimartinowillkie.com

Rose F. DiMartino is a partner in the Asset Management Department.  She has more than 30 years of experience counseling registered investment companies and their advisers in all aspects of fund organization and operation.  She focuses on both open-end and closed-end funds, advising them, their Boards and advisers on a full range of matters, including regulatory and compliance, contract approvals, disclosure issues, restructuring and financing, and acquisitions. Rose also advises clients on investment adviser registration and regulation, strategic alliances, and wrap fee programs.

Recently, she has advised a number of closed-end funds and their Boards on strategies to address the discount at which fund shares trade, including tenders, share repurchases and managed distributions.  She also advises funds on liquidations, mergers, restructurings, policy changes and, for closed-end funds specifically, issuance of debt and preferred stocks, shelf registrations, at-the-market offerings and rights issues.

Chambers USA (2016) ranks Rose nationally among the leading individuals practicing in the area of Investment Funds: Registered Funds.  Rose is included in the 2017 Best Lawyers in America for her work in the area of Mutual Funds Law.

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Highlights

Rose F. DiMartino is a partner in the Asset Management Department.  She has more than 30 years of experience counseling registered investment companies and their advisers in all aspects of fund organization and operation.  She focuses on both open-end and closed-end funds, advising them, their Boards and advisers on a full range of matters, including regulatory and compliance, contract approvals, disclosure issues, restructuring and financing, and acquisitions. Rose also advises clients on investment adviser registration and regulation, strategic alliances, and wrap fee programs.

Selected Significant Matters

  • Aberdeen Asia-Pacific Income Fund’s refinancing of its leverage facility using notes, preferred and senior loans
  • Flaherty & Crumrine closed-end funds in their IPOs and on-going operations, including the 2013 IPO of the Flaherty & Crumrine Dynamic Preferred Income Fund
  • Neuberger Berman Management LLC and Neuberger Berman LLC as adviser in the $1 billion IPO of Neuberger Berman MLP Income Fund
  • Three Gabelli-advised closed-end funds in issuance of common and preferred stock, and rights for them, taken down off shelf registration statements
  • Aberdeen Emerging Markets Telecommunications and Infrastructure Fund in the 2013 restructuring of its investment strategy
  • Aberdeen Asset Management PLC in its acquisitions of Artio Global Investors Inc., the Bank of Hawaii fund business and Blackstone’s registered fund business
  • A major global bank in the structuring and 2013 offering of interests in a unique private equity business development company
  • Various closed-end funds in actions to address discounts (such as share repurchases and tender offers) and to respond to proxy proposals from activist shareholders (including standstill arrangements and disputed proxy proposals)
  • AQR Capital Management and Credit Suisse Asset Management in the organization and offering of several unique “alternatives” mutual funds 
  • Credit Suisse and Credit Suisse Funds on the sale of Credit Suisse’s traditional asset management business to Aberdeen
  • Aberdeen-advised closed-end funds in secondary and at-the-market offerings
  • Credit Suisse-advised closed-end funds in secondary and at-the-market offerings

Selected Professional and Business Activities

  • Co-author, "SEC Proposes Sweeping Changes to the Use of Derivatives and Financial Commitment Transactions by Registered Funds and BDCs,” Journal of Investment Compliance (2016)
  • Speaker, 2013 IDC Fund Directors Conference on Board Oversight of Fund Performance
  • Faculty member, 2014 Mutual Fund Directors Forum Annual Directors’ Institute
  • Speaker, IA Watch webinar on Chief Compliance Officer issues in the area of asset valuation 
  • Co-author, “Investment Company Performance:  The Board’s Oversight Role,” 2014 issue of The Review of Securities and Commodities Regulation
  • Co-author, “SEC Takes Aim at Fund Directors Over Valuation Process : A Look at In re J. Kenneth Alderman et al.” 2013 issue of Financial Fraud Law Report 
  • Moderator, panel discussion “Corporate Governance Issues for Closed-End Funds and Other Regulatory Developments,” November 2012 Investment Company Institute’s Annual Closed-End Fund Conference  
  • Co-presenter, webinar  “CFTC Rule 4.5 Amendments:  Implications for Registered Investment Companies,” 2012 Mutual Fund Directors Forum 
  • Speaker, “Asset Manager Acquisitions: Current Issues, including Private Equity Buyers/Distressed Sellers and the Challenges They Present,” 2009 ICI/IDC webinar
  • Speaker, panel discussion on issues related to failed auctions for auction-market preferred stock, 2008 Independent Directors Council of the Investment Company Institute  
  • Speaker, “Rulemaking Initiatives -- Proxy Voting,” 2002 Securities Law Developments Conference 
  • Speaker, “Best Practices in Mutual Fund Governance,” 2004 Mutual Fund Sales and Trading Practices National Conference  
  • Speaker, “Investment Adviser Codes of Ethics,” Practising Law Institute (2005)
  • Speaker, “Transactions with Affiliated Persons,” Practising Law Institute (2005)
  • Speaker, “Mutual Funds Offered Within and Outside the United States,” Practising Law Institute (2005)
  • Speaker, “Disclosure of Board Review of Advisory Contracts: Board Oversight in the Spotlight,” Mutual Fund Directors Forum (2005)
  • Co-author, “Soliciting Over the Internet: The New E-Proxy Rules in the Investment Company Context,” Securities & Commodities Regulation Vol. 41 No. 2 (January 2008) 
  • Co-author, “Rule 38a-1: The Road Ahead,” The Investment Lawyer (May 2005).  
  • Author, “Strougo v. BEA Associates: Lowering the Pleading Threshold in Section 36(b) Actions: Excessive Fee Claims Made Easy,” The Investment Lawyer (March 2000) 
  • Author, “Investment Adviser Codes of Ethics,” Securities & Commodities Regulation Vol. 34 No. 16 (September 2001).
Rose is a founder and coordinator of the Women’s Investment Management Forum.

Publications / News / Events

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